exv10w19





Exhibit
10.19



ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera
Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers who
shall be referred to as “Employee”, to purchase from Alimera Three Hundred Seventy Five Thousand
(375,000)1 shares of Stock at an Option Price per share equal to $.39 which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant
has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option
is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as
that term is defined in the Plan.




	 	 	 
	 

	 	ALIMERA SCIENCES, INC.
	 
	 	 
	 

	 	By:
     /s/ Richard Eiswirth, Jr.
	 

	 	 
	 
	 	 
	Acknowledged:

	 	EMPLOYEE:
	 
	 	 
	 

	 	/s/ Dan Myers
	 

	 	 
	 

	 	[Signature]
	 
	 	 
	 

	 	Date:      1/26/07
	 

	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan
and this Option Certificate, and all the terms in this Option certificate which begin with a
capital letter are either defined in this Option Certificate or in the Plan. If a determination is
made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,
the Plan shall control. A copy of the Plan will be made available to Employee upon written request
to the Chief Financial Officer of Alimera.





 




			
	1	 	Option has been transferred with respect to
187,500 shares to Deborah Myers pursuant to a Securities Transfer
Agreement and Agreement to be Bound between the parties dated January
22, 2009.




 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(l)	 	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the
Initial Vesting Date, provided Employee remains continuously employed by Alimera
through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal increments
quarterly over three years beginning on the date three (3) months from the initial
vesting date provided he or she remains continuously employed by Alimera through the
last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason
whatsoever, including death, disability (as determined by the committee) or
retirement, while thee are any non-vested shares of Stock subject to
this Option under
§ 2(a), then immediately upon such termination of employment this Option shall expire
and shall have no further force or effect and be null and void with respect to such
non-vested shares of Stock.






	 	(2)	 	Vested Shares. Employee’s right to exercise all
or any part of this Option which
has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant
Date. However, if Employee’s employment with Alimera terminates before the tenth
anniversary of the Grant Date, Employee’s right to exercise any part of this Option
which has vested under § 2(a) shall expire and shall have no further force or effect
and shall be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall
be subject to the provisions of § 14 of the Plan with respect to such Change in
Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to Alimera
shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of
employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or
between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a
termination of employment under the Plan or this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option shall not




 









 






	 	 	 	include a right to
exercise this Option to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of Stock, his or her
exercise right shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to
the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock)
only in accordance with the rules and procedures established from time to time by Alimera for the
exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable
law or rule or regulation, and such delivery discharge Alimera of all of its duties and
responsibilities with respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under
this Option shall be transferable by Employee other than by will or by the laws of descent and
distribution, and the rights granted under this Option shall be exercisable during Employee’s
lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by
will or by the laws of descent and distribution shall be treated after Employee’s death the same as
Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material
shall give Employee the right to continue in employment by Alimera or shall adversely affect the
right of Alimera to terminate Employee’s employment with our without cause (as determined by the
Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any
shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee
consents to whatever action the Committee directs to satisfy the minimum statutory federal and
state withholding requirements, if any, which Alimera determines are applicable upon the exercise
of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be to
sections (§) of this Option Certificate unless otherwise
expressly stated as part of such reference.



 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers who
shall be referred to as “Employee”, to purchase from Alimera Seven Hundred Fifty Six Thousand and
One (756,001)1 shares of Stock at an Option Price per share equal to $.41 which grant shall be
subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.
This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”.
This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in the Plan.




	 	 	 
	 

	 	ALIMERA SCIENCES, INC.
	 
	 	 
	 

	 	By:
     /s/ Richard Eiswirth, Jr.
	 

	 	 
	 
	 	 
	Acknowledged:

	 	EMPLOYEE:
	 
	 	 
	 

	 	/s/ Dan Myers
	 

	 	 
	 

	 	[Signature]
	 
	 	 
	 

	 	Date:      1/18/08
	 

	 	 





TERMS AND CONDITIONS




     §
1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan
and this Option Certificate, and all the terms in this Option certificate which begin with a
capital letter are either defined in this Option Certificate or in the Plan. If a determination is
made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,
the Plan shall control. A copy of the Plan will be made available to Employee upon written request
to the Chief Financial Officer of Alimera.



 




			
	1	 	Option has been transferred with respect to
151,200 shares to Deborah Myers pursuant to a Securities Transfer
Agreement and Agreement to be Bound between the parties dated January
22, 2009.




 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate
to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on December 13, 2008,
the Initial Vesting Date, provided Employee remains continuously employed by Alimera
through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal increments
quarterly over three years beginning on the date three (3) months from the initial
vesting date provided he or she remains continuously employed by Alimera through the
last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason
whatsoever, including death, disability (as determined by the committee) or retirement,
while thee are any non-vested shares of Stock subject to this Option
under § 2(a), then
immediately upon such termination of employment this Option shall expire and shall have
no further force or effect and be null and void with respect to such non-vested shares
of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this Option which
has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant
Date. However, if Employee’s employment with Alimera terminates before the tenth
anniversary of the Grant Date, Employee’s right to exercise any part of this Option
which has vested under § 2(a) shall expire and shall have no further force or effect
and shall be null and void at the end of the ninety (90) day period which starts on the
date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this Option shall be
subject to the provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall
include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment
between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any
Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of
employment under the Plan or this Option Certificate.




 









 






	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option shall not include a
right to exercise this Option to purchase a fractional share of Stock. If Employee
exercises this Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest whole share
of Stock and the fractional share shall be carried forward until that fractional
share together with any other fractional shares can be combined to equal a whole
share of Stock or this Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to
the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock)
only in accordance with the rules and procedures established from time to time by Alimera for the
exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under
applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties
and responsibilities with respect to this Option.



     §
5. Nontransferable. Except as expressly authorized by the Committee, no rights granted
under this Option shall be transferable by Employee other than by will or by the laws of descent
and distribution, and the rights granted under this Option shall be exercisable during Employee’s
lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by
will or by the laws of descent and distribution shall be treated after Employee’s death the same as
Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material
shall give Employee the right to continue in employment by Alimera or shall adversely affect the
right of Alimera to terminate Employee’s employment with our without cause (as determined by the
Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any
shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     §
8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee
consents to whatever action the Committee directs to satisfy the minimum statutory federal and
state withholding requirements, if any, which Alimera determines are applicable upon the exercise
of this Option.



     §
11. References. Any references to sections (§) in this Option Certificate shall be to
sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.



 









 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee”, to purchase from Alimera 154,8731 shares of Stock at an
Option Price per share equal to $0.60, which grant shall be subject to all of the terms and
conditions set forth in this Option Certificate and in the Plan. This grant has been made as of
July 7, 2004, which shall be referred to as the “Grant Date”. This Option is intended to satisfy
the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in
the Plan.









	 	 	 
	 

	 	ALIMERA SCIENCES, INC.
	 
	 	 
	 

	 	By:      /s/ Daniel H. White
	 

	 	 
	 

	 	Daniel H. White

Vice President Finance and Business Development
	 
	 	 
	Acknowledged:

	 	EMPLOYEE:
	 
	 	 
	 

	 	/s/ Dan Myers
	 

	 	 
	 

	 	[Signature]
	 
	 	 
	 

	 	Date:
     9/21/04
	 

	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan
and this Option Certificate, and all the terms in this Option Certificate which begin with a
capital letter are either defined in this Option Certificate or in the Plan. If a determination



 
 




			
	1	 	Option has been transferred with respect to
77,437 shares to Deborah Myers pursuant to a Securities Transfer
Agreement and Agreement to be Bound between the parties dated January
22, 2009.




 










 







is
made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,
the Plan shall control. A copy of the Plan will be made available to Employee upon written request
to the Chief Financial Officer of Alimera.



     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on the first
anniversary of the Grant Date, provided Employee remains continuously
employed by Alimera through the first anniversary of the Grant Date; and
	 
	 	(2)	 	1/12 of the shares of Stock which remain subject to this Option, and
which do not vest on the first anniversary of the Grant Date, on the last day
of each calendar quarter in the twelve calendar quarter period which starts
on or after the first anniversary of the Grant Date, provided he or she
remains continuously employed by Alimera through the last day of such
calendar quarter.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates for
any reason whatsoever, including death, disability (as determined by the
Committee) or retirement, while there are any non-vested shares of Stock
subject to this Option under § 2(a), then immediately upon such termination
of employment this Option shall expire and shall have no further force or
effect and be null and void with respect to such non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this
Option which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be
null and void at the end of the ninety (90) day period which starts on the
date his or her employment terminates.




-2-









 












	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option shall be subject to the provisions of § 14 of the Plan with respect
to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to
Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a
transfer of employment between Alimera and any Affiliate, Parent or
Subsidiary of Alimera or between any Affiliate,
Parent or Subsidiary of Alimera shall not be treated as a termination of
employment under the Plan or this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option shall not
include a right to exercise this Option to purchase a fractional share of
Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any
other fractional shares can be combined to equal a whole share of Stock or
this Option expires





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to
the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock)
only in accordance with the rules and procedures established from time to time by Alimera for the
exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities
with respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under
this Option shall be transferable by Employee other than by will or by the laws of descent and
distribution, and the rights granted under this Option shall be exercisable during Employee’s
lifetime only by Employee. The person or persons, if any, to whom this



-3-









 







Option is transferred by will or by the laws of descent and distribution shall be treated after
Employee’s death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material
shall give Employee the right to continue in employment by Alimera or shall adversely affect the
right of Alimera to terminate Employee’s employment with or without cause (as determined by the
Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any
shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee
consents to whatever action the Committee directs to satisfy the minimum statutory federal and
state withholding requirements, if any, which Alimera determines are applicable upon the exercise
of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be to
sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



-4-









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers, who
shall be referred to as “Employee”, to purchase from Alimera 375,0001 (Three Hundred Seventy Five
Thousand) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant
has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is
intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that
term is defined in the Plan.




	 	 	 
	 

	 	ALIMERA SCIENCES, INC.
	 
	 	 
	 

	 	By:
     /s/ Richard Eiswirth
	 

	 	 
	 
	 	 
	Acknowledged:

	 	EMPLOYEE:
	 
	 	 
	 

	 	/s/ Dan Myers
	 

	 	 
	 

	 	[Signature]
	 
	 	 
	 

	 	Date:      1/27/06
	 

	 	 





TERMS AND CONDITIONS




     §
1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan
and this Option Certificate, and all the terms in this Option certificate which begin with a
capital letter are either defined in this Option Certificate or in
the Plan. If a determination is
made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,
the Plan shall control. A copy of the Plan will be made available to Employee upon written request
to the Chief Financial Officer of Alimera.



 




			
	1	 	Option has been transferred with respect to
187,500 shares to Deborah Myers pursuant to a Securities Transfer
Agreement and Agreement to be Bound between the parties dated January
22, 2009.




 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate
to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the
Initial Vesting Date, provided Employee remains continuously employed by Alimera
through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal increments
quarterly over three years beginning on the date three (3) months from the initial
vesting date provided he or she remains continuously employed by Alimera through the
last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason
whatsoever, including death, disability (as determined by the committee) or retirement,
while thee are any non-vested shares of Stock subject to this Option
under § 2(a), then
immediately upon such termination of employment this Option shall expire and shall have
no further force or effect and be null and void with respect to such non-vested shares
of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this Option which
has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant
Date. However, if Employee’s employment with Alimera terminates before the tenth
anniversary of the Grant Date, Employee’s right to exercise any part of this Option
which has vested under § 2(a) shall expire and shall have no further force or effect
and shall be null and void at the end of the ninety (90) day period which starts on the
date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this Option shall be
subject to the provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall
include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment
between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any
Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of
employment under the Plan or this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise
this Option shall not




 









 






	 	 	 	include a right to
exercise this Option to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of Stock, his or her
exercise right shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this Option expires.





     §
3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to
the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock)
only in accordance with the rules and procedures established from time to time by Alimera for the
exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     §
4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under
this Option shall be transferable by Employee other than by will or by the laws of descent and
distribution, and the rights granted under this Option shall be exercisable during Employee’s
lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by
will or by the laws of descent and distribution shall be treated after Employee’s death the same as
Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material
shall give Employee the right to continue in employment by Alimera or shall adversely affect the
right of Alimera to terminate Employee’s employment with our without cause (as determined by the
Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any
shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee
consents to whatever action the Committee directs to satisfy the minimum statutory federal and
state withholding requirements, if any, which Alimera determines are applicable upon the exercise
of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be to
sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.




 












 






ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera One Hundred Five Thousand Nine
Hundred Thirty-Seven (105,937) shares of Stock at an Option Price per share equal to $0.71 which
grant shall be subject to all of the terms and conditions set forth in this Option Certificate and
in the Plan. This grant has been made as of March 20, 2008, which shall be referred to as the
“Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is
intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 



	 	 	 	 	 
	Acknowledged:	
 EMPLOYEE:

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 



Date: March 20, 2008




TERMS AND CONDITIONS





     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.


 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	31,704 of the shares of Stock which are subject to this Option
on March 20, 2010, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date;
	 
	 	(2)	 	31,704 of the shares of Stock which are subject to this Option
on March 20, 2011, provided Employee remains continuously employed by Alimera
through such date; and
	 
	 	(3)	 	42,529 of the shares of Stock which are subject to this Option
on March 20, 2012, provided Employee remains continuously employed by Alimera
through such date.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while thee are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.








 









 












	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of Stock. If Employee exercises this Option on any date when
this Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any
other fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.


 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.


 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




NON-INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera Five Hundred Seventy-Four Thousand
Five Hundred Seventeen
(574,517)1 shares of Stock at an Option Price per share equal to
$0.71, which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred
to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the
Code and thus shall be a Non-ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 



	 	 	 	 	 
	 	Acknowledged:


EMPLOYEE

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 



Date: March 20, 2008




TERMS AND CONDITIONS





     § 1 Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan,





 




			
	1	 	Option has been transferred with respect to 136,091
shares to Deborah Myers pursuant to a Securities Transfer Agreement and
Agreement to be Bound between the parties dated January 22, 2009.



 









 








the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.




     § 2 Vesting and Option Expiration.




	 	(a)	 	Subject to § 2(b) and § 2(c), Employee’s right under this
Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	170,114 of the shares of Stock which are
subject to this Option on March 20, 2009, the Initial Vesting Date,
provided Employee remains continuously employed by Alimera through the
Initial Vesting Date;
	 
	 	(2)	 	127,585 of the shares of Stock which are
subject to this Option in equal increments quarterly beginning on June
20, 2009 through December 20, 2009 provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period;
	 
	 	(3)	 	10,824 of the shares of Stock which are subject
to this Option on March 20, 2010, provided Employee remains
continuously employed by Alimera through such date;
	 
	 	(4)	 	127,585 of the shares of Stock which are
subject to this Option in equal increments quarterly beginning on June
20, 2010 through December 20, 2010 provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period;
	 
	 	(5)	 	10,824 of the shares of Stock which are subject
to this Option on March 20, 2011, provided Employee remains
continuously employed by Alimera through such date; and
	 
	 	(6)	 	127,585 of the shares of Stock which are
subject to this Option in equal increments quarterly beginning on June
20, 2011 through December 20, 2011 provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules. Employee’s right to exercise
all or any part of this Option shall expire no later than the seventh
anniversary of the Grant Date.
	 
	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of Alimera, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any reference to Alimera shall include any
Affiliate, Parent or Subsidiary of Alimera.








 









 











	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.





     § 3 Method of Exercise of Option. Employee may exercise this Option in whole or in
part only in accordance with the rules and procedures established from time to time by Alimera for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.



     § 4 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities
with respect to this Option.



     § 5 Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6 No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in service to Alimera or shall adversely affect
the right of Alimera to terminate Employee’s service with or without cause (as determined by the
Committee) at any time.



     § 7 Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8 Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9 Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10 Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory


 









 






federal and state withholding requirements, if any, which Alimera determines are applicable
upon the exercise of this Option.



     § 11 References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.


 









 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera Thirty-Nine Thousand One Hundred
Thirty (39,130) shares of Stock at an Option Price per share equal to $1.18 which grant shall be
subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.
This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”.
This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 



	 	 	 	 	 
	Acknowledged:	 EMPLOYEE:

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 
	 	 	 
	 



Date: September 14, 2009




TERMS AND CONDITIONS





     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	39,130 of the shares of Stock which are subject to this Option
in seven equal increments quarterly beginning on February 25, 2012 through
August 25, 2013 provided Employee remains continuously employed by Alimera
through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while there are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of Stock. If Employee exercises this Option on any date when
this Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any
other





 









 





	 	 	 	fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.


 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera One Hundred Twenty One Thousand
Six Hundred Thirty-Eight (121,638) shares of Stock at an Option Price per share equal to $1.18
which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be
referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of
the Code and thus is intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 



	 	 	 	 	 
	Acknowledged: 	 EMPLOYEE:

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 
	 	 	 
	 



Date: September 14, 2009




TERMS AND CONDITIONS





     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.


 









 





     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	16,968 of the shares of Stock which are subject to this Option
shall vest on the two year anniversary of the date the Investor Majority, as
defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the
“Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as
defined in the Purchase Agreement, the Initial Vesting Date, provided Employee
remains continuously employed by Alimera through the Initial Vesting Date;
	 
	 	(2)	 	16,968 of the shares of Stock which are subject to this Option
shall vest on the date three months from such Initial Vesting Date, provided
Employee remains continuously employed by Alimera through such date;
	 
	 	(3)	 	2,860 of the shares of Stock which are subject to this Option
shall vest on the date six months form such Initial Vesting Date, provided
Employee remains continuously employed by Alimera through such date; and
	 
	 	(4)	 	84,842 of the shares of Stock which are subject to this Option
shall vest quarterly in five equal increments beginning on the date twelve
months from the Initial Vesting Date, provided Employee remains continuously
employed by Alimera through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while there are any non-vested

shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option





 









 





	 	 	 	shall be subject to the provisions of § 14 of the Plan with respect to such
Change in Control.






	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of Stock. If Employee exercises this Option on any date when
this Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any
other fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever


 









 






or for distributions of rights of any kind or description whatsoever respecting such Stock except
as expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.


 









 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




NON-QUALIFIED INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera Fifty Thousand Three Hundred Nine
(50,309) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This
grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This
Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO
as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 
	 
	 	Acknowledged:


EMPLOYEE

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 



Date: September 14, 2009




TERMS AND CONDITIONS





     § 12 Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 





     § 13 Vesting and Option Expiration.




	 	(a)	 	Subject to § 2(b) and § 2(c), Employee’s right under this
Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	22,359 of the shares of Stock which are subject
to this Option on August 25, 2010, the Initial Vesting Date, provided
Employee remains continuously employed by Alimera through the Initial
Vesting Date; and
	 
	 	(2)	 	27,950 of the shares of Stock which are subject
to this Option in five equal increments quarterly beginning on November
25, 2010 through November 25, 2011, provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules. Employee’s right to exercise
all or any part of this Option shall expire no later than the seventh
anniversary of the Grant Date.
	 
	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of Alimera, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any reference to Alimera shall include any
Affiliate, Parent or Subsidiary of Alimera.
	 
	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.





     § 14 Method of Exercise of Option. Employee may exercise this Option in whole or in
part only in accordance with the rules and procedures established from time to time by Alimera for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.



     § 15 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable


 









 






law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and
responsibilities with respect to this Option.



     § 16 Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 17 No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in service to Alimera or shall adversely affect
the right of Alimera to terminate Employee’s service with or without cause (as determined by the
Committee) at any time.



     § 18 Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 19 Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 20 Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 21 Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 22 References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.


 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




NON-QUALIFIED INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers,
who shall be referred to as “Employee,” to purchase from Alimera One Hundred Forty-Nine Thousand
Eight Hundred Fifty-Five (149,855) shares of Stock at an Option Price per share equal to $1.18,
which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be
referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422
of the Code and thus shall be a Non-ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	ALIMERA SCIENCES, INC.

 	 
	 	By:  	/s/ Richard Eiswirth, Jr.
 	 



	 	 	 	 	 
	 	Acknowledged:


EMPLOYEE

 	 
	 	/s/ Dan Myers
 	 
	 	[Signature] 	 



Date: September 14, 2009




TERMS AND CONDITIONS





     § 23 Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.


 









 





     § 24 Vesting and Option Expiration.




	 	(a)	 	Subject to § 2(b) and § 2(c), Employee’s right under this
Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	67,873 of the shares of Stock which are subject
to this Option vest upon the one year anniversary of the date the
Investor Majority, as defined in the Series C-1 Preferred Stock and
Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the
Company a Mandatory Exercise Election, as defined in the Purchase
Agreement, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date;
	 
	 	(2)	 	50,905 of the shares of Stock which are subject
to this Option shall vest in three equal quarterly increments beginning
on the date three months from the Initial Vesting Date, provided
Employee remains continuously employed by Alimera through the last day
of each quarterly period;
	 
	 	(3)	 	14,109 of the shares of Stock which are subject
to this Option shall vest on the date eighteen months from the Initial
Vesting Date, provided the Employee remains continuously employed by
Alimera through such date; and
	 
	 	(4)	 	16,968 of the shares of Stock which are subject
to this Option shall vest on the date twenty-one months from the
Initial Vesting Date, provided the Employee remains continuously
employed by Alimera through such date.






Option Expiration Rules. Employee’s right to exercise all or any part of
this Option shall expire no later than the seventh anniversary of the Grant
Date.




	 	(b)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of Alimera, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any reference to Alimera shall include any
Affiliate, Parent or Subsidiary of Alimera.
	 
	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of





 









 





	 	 	 	Stock and the fractional share shall be carried forward until that
fractional share together with any other fractional shares can be
combined to equal a whole share of Stock or this Option expires.





     § 25 Method of Exercise of Option. Employee may exercise this Option in whole or in
part only in accordance with the rules and procedures established from time to time by Alimera for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.



     § 26 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities
with respect to this Option.



     § 27 Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 28 No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in service to Alimera or shall adversely affect
the right of Alimera to terminate Employee’s service with or without cause (as determined by the
Committee) at any time.



     § 29 Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 30 Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 31 Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 32 Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 33 References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.